Attached files
| file | filename |
|---|---|
| EX-10.1 - FLORHAM CONSULTING CORP | v186685_ex10-1.htm |
| EX-10.3 - FLORHAM CONSULTING CORP | v186685_ex10-3.htm |
| EX-10.2 - FLORHAM CONSULTING CORP | v186685_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): May 21, 2010
FLORHAM
CONSULTING CORP.
(Exact
name of registrant as specified in charter)
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Delaware
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000-52634
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20-2329345
|
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(State or other jurisdiction of
incorporation or organization)
|
(Commission File No.)
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(IRS Employer
Identification No.)
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845
Third Avenue, 6th
Floor
New
York, New York 10022
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (646) 290-5290
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This
current report includes statements regarding our plans, goals, strategies,
intent, beliefs or current expectations. These statements are expressed in good
faith and based upon a reasonable basis when made, but there can be no assurance
that these expectations will be achieved or accomplished. These forward looking
statements can be identified by the use of terms and phrases such as “believe,”
“plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like,
and/or future-tense or conditional constructions (“will,” “may,” “could,”
“should,” etc.). Items contemplating or making assumptions about, actual or
potential future sales, market size, collaborations, and trends or operating
results also constitute such forward-looking statements.
Although
forward-looking statements in this report reflect the good faith judgment of
management, forward-looking statements are inherently subject to known and
unknown risks, business, economic and other risks and uncertainties that may
cause actual results to be materially different from those discussed in these
forward-looking statements. Readers are urged not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
current report. We assume no obligation to update any forward-looking statements
in order to reflect any event or circumstance that may arise after the date of
this report, other than as may be required by applicable law or regulation.
Readers are urged to carefully review and consider the various disclosures made
by us in our reports filed with the SEC which attempt to advise interested
parties of the risks and factors that may affect our business, financial
condition, results of operation and cash flows. If one or more of these risks or
uncertainties materialize, or if the underlying assumptions prove incorrect, our
actual results may vary materially from those expected or
projected.
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Florham Consulting Corp., a Delaware
corporation (“Florham”) has entered
into agreements to acquire 100% of the equity interests of Educational Training
Institute, Inc. (“ETI”), Culinary Tech
Center, LLC (“CTC”) and
Professional Culinary Institute LLC (“PCI” and together
with ETI and CTC, the “Culinary Group”); the
latter two of which are licensed by the New York State Department of
Education. The Culinary Group provides vocational training in
commercial cooking, catering, hotel operations and customer service. The
Culinary Group is managed by Joseph Monaco and Harold Kaplan.
The
Agreement and Plan of Merger
Effective May 21, 2010, Florham
executed an agreement and plan of merger (the “Merger Agreement”)
among Florham, ETI Acquisition Corp. (a newly formed acquisition subsidiary of
Florham) (“Mergerco”), ETI and
its stockholders being Messrs. Monaco, Kaplan and their wives and daughters
(collectively, the “ETI Stockholders”)
pursuant to which Mergerco was merged with and into ETI, with ETI as the
surviving corporation of the merger (the “Merger”). Upon
consummation of the Merger, ETI will become a wholly-owned subsidiary of
Florham. Under the terms of the Merger Agreement, the ETI Stockholders will
receive $2.5 million of Florham common stock to be valued at the volume weighted
average price (“VWAP”) of Florham’s
common stock as traded on the FINRA OTC Bulletin Board or other national
securities exchange for the 20 trading days immediately prior to the Closing
Date. In addition, under the Merger Agreement, the ETI Stockholders
are entitled to receive contingent merger consideration in the form of
$2,000,000 of additional shares of Florham common stock, based upon the Culinary
Group reaching certain cumulative pre-tax income levels in each of 2010 and
2011. The contingent merger consideration is valued based on the VWAP
of Florham common stock for the 20 trading days prior to determination of the
applicable pre-tax income of the Culinary Group in fiscal 2010 and
201l. The Merger Agreement also permits the ETI Stockholders to cause
Florham to repurchase for cash up to $500,000 of the contingent merger
consideration in the event the 2010 or 2011 target pre-tax income levels are
achieved.
-1-
The
Membership Interest Purchase Agreement
Effective as of May 21, 2010, Florham
also entered into a membership interest purchase agreement (the “Purchase Agreement”)
with the Culinary Group and Messrs. Joseph Monaco and Harold Kaplan, the sole
members of CTC and PCI. Under the terms of the Purchase Agreement,
immediately following consummation of the Merger referred to above, ETI (then a
wholly-owned subsidiary of Florham) will purchase from Messrs. Monaco and Kaplan
100% of the members interests equity of each of CTC and PCI. The
purchase price for such equity interests payable at closing is $3.0 million,
payable in cash in equal amounts to Messrs. Monaco and Kaplan. The
Purchase Agreement also provides that in the event the Culinary Group achieves
certain target pre-tax income in 2010 or fiscal 2011, Florham is obligated to
pay an additional $500,000 to the former members of CTC and PCI. In
addition, in the event that the Culinary Group is able to obtain in 2010 an
additional five year agency agreement with New York State that provides minimum
annual revenues of $1.5 million and $450,000 of incremental pre-tax profits in
2010, as a result of which the cumulative pre-tax income of the Culinary Group
shall be greater than $2.1 million in fiscal 2010, then an additional $750,000
shall be payable in cash to the members of CTC and PCI by not later than
December 31, 2011.
At closing of the transactions
contemplated by the Purchase Agreement, Joseph Monaco and Harold Kaplan will
enter into employment agreements with Florham expiring December 31, 2013,
pursuant to which they shall serve as Executive Vice Presidents of the Company
and the President and Chief Operating Officer, respectively, of the Culinary
Group. Such executives shall each receive base salaries of $150,000 in 2010,
increasing to $200,000 in 2011 and $250,000 in each of 2012 and 2013, and shall
be entitled to discretionary bonuses, as determined by the Florham board of
directors.
The closing of the transactions
contemplated by the Merger Agreement and the Purchase Agreement are subject to a
number of conditions including, without limitation, Florham obtaining the
necessary financing to pay the cash purchase price for CTC and PCI, as well as
the approval of the change of ownership of CTC and PCI by the New York State
Department of Education.
No
assurance can be given that the closing of these transactions will occur on the
terms set forth above, if at all.
-2-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FLORHAM
CONSULTING CORP.
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(Registrant)
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By:
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/s/ Joseph J. Bianco
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Name:
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Joseph
J. Bianco
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Title:
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Chief
Executive Officer
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Date: May
26, 2010
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-3-
EXHIBIT INDEX
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10.1
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Agreement
and Plan of Merger dated as of May 21, 2010 by and among Educational
Training Institute, Inc., Florham Consulting Corp., ETI Acquisition Corp.,
and the stockholders of Educational Training Institute,
Inc.
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10.2
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Membership
Interest Purchase Agreement dated as of May 21, 2010, among Florham
Consulting Corp., Culinary Tech Center LLC, Professional Culinary
Institute LLC, Educational Training Institute, Inc., Joseph Monaco and
Harold Kaplan.
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10.3
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Form
of employment agreements with Joseph Monaco and Harold
Kaplan
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-4-